What is Institutional Investors Collective Engagement Forum?

Institutional Investors Collective Engagement Forum was established to help institutional investors conduct sound and appropriate stewardship activities, especially in collective shareholder engagements in which multiple institutional investors work together in an aim to hold constructive dialogues with listed companies in Japan.
The Forum will promote/organize Institutional Investors Collective Engagement Program, which coordinates collective engagement events and activities with listed companies, in collaboration with multiple institutional investors.

Background

“Principles for Responsible Institutional Investors 〈Japan’s Stewardship Code〉 ” requires institutional investors to study and fully understand the target company, the situation it is under, conduct a constructive dialogue to share awareness of key issues with companies, and make efforts to solve problems in order to fulfill their stewardship responsibilities by promoting sustainable growth. Under the code revision in May 2017, Guidance 4-4 states that it would be of benefit to engage with target companies together with other institutional investors (“collective engagement”) as necessary.
Based on the revision of the code, the Forum was established in October 2017 to support collective engagement activities with listed companies by multiple institutional investors, with the primary function of preserving and coordinating various programs related to such engagement activities.

Institutional Investors Collective Engagement Program

Program Outline

Institutional investors who are willing to collectively engage with companies will participate in Institutional Investors Collective Engagement Program, promoted/organized by the Forum. In this Program, the Forum serves as the coordinator/secretariat. Participating institutional investors will discuss key issues with target companies and come up with engagement agendas which reinforce ongoing constructive dialogues. For each agenda, the Forum will try to set up collective engagement events, facilitate meetings (i.e. act as moderator), so that the dialogues between the targeted companies and investors are effective and constructive.

Program Participants

Institutional investors participating in the Program are those who conduct passive investment, such as index investment. Passive investment is a long-term, buy and hold investment strategy where the number of stocks held fluctuates with fund flows.
As of April 2019, five institutional investors are participating in the Program: Pension Fund Association, Sumitomo Mitsui DS Asset Management, Sumitomo Mitsui Trust Asset Management, Mitsubishi UFJ Trust Bank, and Resona Bank.

* By clicking on the banner, you can be directed to the relevant pages/sections of each company's website. (click on Resona Bank,Limited's banner to go to Japanese website.)

Program Goals

Collective engagement activities by the Program do not aim to pursue short-term shareholder profits, but rather long-term corporate value expansion with sustainable growth so that the participating institutional investors’ clients/beneficiaries can enjoy higher mid- to long-term investment returns. Furthermore, the program does not intend to ask for significant changes in business activities nor will it intervene in the details of the management decision-making. However, investors would like to gain a shared understanding of challenges facing companies and will support the management in executing its policies and strategies.

How the Program Works

We show below the Program’s general flow of collective engagement activities.

Agenda Setting and Common View Agreement

Institutional investors who are interested in participating in the Program and conducting collective engagement with listed companies will meet with other investors to discuss engagement agendas before contacting the companies. They will discuss issues and challenges facing the companies from various angles, and draw up engagement agendas for a constructive dialogue. Based on the discussions, investors will form a consensus opinion (or common view) for each engagement agenda.

Conveying Common View

The Forum will send letters that summarize the common views to targeted companies, with participating institutional investors’ names. The letters will reveal common views deliberated in preliminary discussions, the investors’ background and their mindset. The letters are not intended to unilaterally impose investors’ thoughts but to share their awareness and understanding of the issues the companies are facing. Inquiries and comments from companies are welcome.

Meeting

In addition to sending out letters that convey the common views of investors, the Forum and participating investors may ask companies to set up meetings for face-to-face discussions. Meetings will be attended by two or more institutional investors who participate in the Program and are interested in relevant engagement agendas. They will explain their common views and the reasoning behind them. Companies in turn with provide their thoughts and views. The Forum will facilitate each of the meetings as the moderator so that meeting participants will understand the challenges and issues effectively, discussing differences and similarities in views/opinions between the two sides.

Features of Collaborative Dialogue under Our Program

We discuss here the features of collective engagement activities promoted in this program.

Feature 1:Long-Term Investors and Win-Win Relationship

Institutional investors participating in the Program are long-term investors. The objective of the Program is to enhance long-term corporate value creation and its sustainable growth, not to pursue short-term shareholder returns.
In addition, participating institutional investors are prohibited from: (a) proposing any significant change to, or putting significant impact on, the companies’ business activities (Act of Making Important Suggestion, etc., as prescribed in Article 27-26-(1) of Financial Instruments and Exchange Act), and (b) agreeing with other participating institutional investors to a joint acquisition or transfer of stocks, or on exercising voting rights (Agreement of Joint Holding as prescribed in Article 27-23-(5) of Financial Instruments and Exchange Act). Similar actions such as forcing disclosure of information on the planned voting rights execution, etc., are also prohibited.
Thus collective engagement activities under this Program are dialogues that aim to share challenges and issues between long-term investors and companies, and are not attempts to unilaterally impose investors’ views/opinions on the management backed by the combined voting power. They are dialogues that emphasize Win-Win relationship to the interests of both companies and investors.

Feature 2:Diversity and Commonality

Investors are diverse, and there are various investment philosophies/processes. Opinions on corporate management are also different from investor to investor. In agenda setting discussions, institutional investors exchange views and opinions and find differences and common grounds, set up engagement agendas for constructive dialogues with companies, and summarize their common views.
The agendas agreed through the processes are the result of diverse opinions, which are likely to be important issues for the companies. The same opinions may also be shared by other investors not participating in the Program. Thus presenting the common views to targeted companies in the Program carries benefits to many investors in the capital market. At the same time, it would benefit target companies to take the common views of institutional investors very seriously.

Activity Report

We show below the reports of our engagement activities.Please click the PDF icons to see the documents.

Agendas

January 15, 2018 (Monday)We have started sending letters regarding the engagement agenda
"Materiality Identification and Disclosure."

June 12, 2018 (Tuesday)An update report on our collective engagement activities with the agenda “Materiality Identification and Disclosure” has been posted.

About Us

Name of Corporation

Establishment Date

October 2, 2017

Fiscal Year-End

End of September

Organizational Structure

Officer

Representative Executive Director

Yuki Kimura, Chairman

Biography:
Graduated from the Faculty of Commerce at Hitotsubashi University in 1973. Joined Nomura Research Institute in the same year. Mr. Kimura worked as a sell-side analyst at Corporate Research Department. After assuming various roles including Group Head of Corporate Research Team No. 4, President of Nomura Research Institute Hong Kong, Head of Emerging Companies Research Department, he transferred to Nomura Investment Trust Asset Management (now Nomura Asset Management) in 1996. He headed Corporate Research and Economic Research Departments, assumed Management Executive in charge of corporate governance, etc. From January 2008 to August 2010, he was Head of Corporate Governance at Pension Fund Association. From November 2010 to July 2014, he was Deputy Chief at Corporate Accounting and Disclosure Division of Planning Coordination Bureau, of Japan’s FSA. In 2014, he established Japan Stewardship Forum and became Representative Director.

Naomi Yamazaki, Administration Manager

Biography:
Graduated from the Faculty of Economics of Yokohama National University in 1985. Joined Shiseido in the same year. Mr. Yamazaki worked in sales, product development and marketing, and from 1995 to 1997 studied in the master course of Keio University Graduate School of Media & Governance in Japan. After returning to the company in 1997, he covered corporate planning, new business development, information technology. From 2003 he was in charge of corporate governance, disclosure, and shareholder relation. As a group leader, he promoted Shiseido’s IR/SR initiatives, conducting intensive dialogues with institutional investors, proxy voting advisors, ESG researchers, pension funds, etc. He retired from Shiseido in 2014. In the same year, he established ESG Network of Shareholders & Companies, and became Representative Director. He was a discussion member of the Ito Review “Competitiveness and Incentives for Sustainable Growth: Building Favorable Relationships between Companies and Investors” Project of the Ministry of Economy, Trade and Industry, and also took part in the Ministry’s subcommittee for disclosure of corporate governance.

Executive Director

Ryusuke Ohori

Biography:
Graduated from the Faculty of Economics at the University of Tokyo in 1987. Joined Nomura Securities in the same year and was assigned to Institutional Research and Advisory Department. Subsequently, Mr. Ohori worked in sell-side analyst operations, including being sent on loan to Nomura Research Institute. He Joined JPMorgan in 1996 as a buy-side analyst in its asset management arm. After leading Research Department as Head of Research, he was appointed as Chief Investment Officer of JPM Investment Division (later RDP Investment Division) in 2009. He retired from JPMorgan in 2017. He was a discussion member of the Ito Review “Competitiveness and Incentives for Sustainable Growth: Building Favorable Relationships between Companies and Investors” Project of the Ministry of Economy, Trade and Industry. He is a member of the steering committee of the Forum of Investors Japan.

Executive Director (Part-Time)

Daisuke Hamaguchi

Director, The Securities Analysts Association of Japan

Office

Contact Information

The Forum will accept all the enquiries from institutional investors (application to the Program, general enquiries, etc.) and those from listed companies (general queries, comments, etc.), at the above e-mail address.